BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

-------------------------------------------------------------- Joint Application of :

:

GOJET AIRLINES LLC : Docket DOT

- OST

- 2012

- xxxx

MESA AIRLINES, INC. :

SHUTTLE AMERICA CORP. :

SKYWEST AIRLINES, INC. :

:

for Statements of Authorization pursuant to :

14 C.F.R. Part 212 ( Avianca Code Share) :

------------- -------------------------------------------------

JOINT APPLICATION OF GOJET, MESA, SHUTTLE AMERICA

AND SKYWEST FOR STATEMENT OF AUTHORIZATION

Communications with respect to this document should be sent to:

Hershel I. Kamen

Senior Vice President

– Alliances,

Regulatory and Policy

Steve Morrissey

Managing Director

– Regulatory Affairs

and Policy

UNITED AIR LINES, INC.

1225 New York Avenue, NW

Suite 1100

- DCAIZ

Washington, DC 20005

(202) 521

- 4400

hershel.kamen@united.com

steve.morrissey@united.com

Daniel A. Weiss

Managing Director

- International

Affairs and Regulatory

UNITED AIR LINES, INC.

77 West Wacker Drive

- HDQIZ

Chicago, IL 60601

(312) 997

- 7573

dan.weiss@united.com

August 14 , 2012 Thomas Newton Bolling

Vice President and Deputy General Counsel

Jonathan T. Linde

Managing Director & Senior Counsel

Regulatory

UNITED AIR LINES, INC.

77 West Wacker Drive

16th Floor HDQLD

Chicago, IL 60601

(312) 997

- 8068

thomas.bolling@united.com

jonathan.linde@united.com

NOTICE: The Joint Applicants request expedited treatment of this application. United, in filing this

application on their behalf, will poll U.S. carrier representatives and advise the Department of the results.BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

-------------------------------------------------------------- Joint Application of :

:

GOJET AIRLINES LLC : Docket DOT

- OST

- 2012

- xxxx

MESA AIRLINES, INC. :

SHUTTLE AMERICA CORP. :

SKYWEST AIRLINES, INC. :

:

for Statements of Authorization pursuant to :

14 C.F.R. Part 212 (Avianca Code Share) :

--------------------------------------------------------------

JOINT A PPLICATION OF GOJET, MESA, SHUTTLE AMERICA

AND SKYWEST FOR STATEMENT OF AUTHORIZATION

GoJet, Mesa, Shuttle America, and SkyWest 1 d/b/a United Express (collectively, “Joint

Applicants”) jointly apply for blanket statements of authorization pursuant to P art 212 of the

Department’s regulations to facilitate code share services with Avianca , which is a code share

partner of United. 2 Specifically, the Joint Applicants request authorization to display Avianca ’s

“ AV ” designator code on flights operated by them as United Express carriers between points in

the United States and between U.S. points and points in third countries in accordance with the

2011 Air Transport Agreement between the United States and Colombia (the “Open Skies

Agreement”). 3 Attached a s Appendix A is a list of initial markets in which the carrier s intend to

code share as soon as all regulatory approvals are obtained . The Joint Applicants respectfully

request the Department’s prompt approval of this application so that the marketing and sale of

1 Common names are used for airlines.

2 United is filing this application on behalf of and with the permission of the Joint Applicants.

3 See Sections 1 (Route Schedule) and 3 (Cooperative Marketing Arr angements) of the Annex to the Open

Skies Agreement, which contemplates a brief transition pe riod and will be fully implemented at the end ofJoint Application of GoJet, Mesa, Shuttle America and SkyWest

Page 2

these code share services can begin without delay. In order to expedite approval of this

application, United will poll carrier representatives on behalf of the Joint Applicants and Avianca

and advise the Department of the results.

In support of this Application, the Joint Applicants state as follows:

1. The Joint Applicants entered into code share arrangements with Avianca , each of

which provides for th ei r operation of certain United Express flights to ca rry the “ AV ” designator

code. Redacted c opies of these code share agreements are attached hereto.

2. The Joint Applicants are air carriers holding certificates of public convenience

and necessity and exemptions authorizing them to operate scheduled air services in the United

States and for ei gn markets. 4 They are also participants in the United Express commuter

program, operating code share services for United and displaying United’s designator code, as

well as those of certain of United’s for ei gn code share partners. As such, United and its United

Express carriers wish to make these services available for code share purposes to Avianca

,

thereby increasing the online service offerings between United’s North American network and

Avianca ’s Latin America networ k.

3. The requested code share authorizations are fully consistent with the Open Skies

Agreement, which contemplates a brief transition period and will be fully implemented at the

end of this year

. In addition, the requested authorities are consistent wit h Department precedent

in cases involving similar code share arrangements between U.S. and for ei gn air carriers. 5

2012. In accordance with Article 18, the Open Skies Agreement became provisionally effective upon

exchange of notes on August 26, 2011.

4 See, for example, Order 2011

- 12

- 18 and Notice of Action Taken dated December 9, 2011 in Docket

DOT

- OST

- 2009

- 0348 (GoJet); Orders 1998

- 11

- 15, 2008

- 4

- 26 and 2009

- 3

- 16 (Shuttle America); Orders

1998

- 7

- 6 and 2008

- 4

- 26 (Mesa); and Orders 1998

- 7

- 6 and 2008

- 4

- 26 (SkyWest).

5 See , Dockets DOT

- OST

- 2012

- 0125, DOT

- OST

- 2008

- 0068 and DOT

- OST

- 2007

- 29353 in which the

Department approved similar code shar e arrangements between various United Express operators and

foreign carrier partners, among others.Joint Application of GoJet, Mesa, Shuttle America and SkyWest

Page 3

Pursuant to the terms of such agreements, for ei gn carriers designated by th ei r respective

governments to serve the United States, such as Avi anca , have been authorized to provide

for ei gn air transportation (including code share services) between the United States and th ei r

respective home countries. Avianca also holds the requisite underlying economic authority for

purposes of holding out the code share services proposed with the Joint Applicants

. 6

4. The requested code share authority is also consistent with the public interest

because it will benefit the traveling and shipping public by provid ing online service between

U.S. cities and points around the globe, via United’s domestic hubs and Avianca ’ s U.S.

gateways.

5. Each of the Joint Applicants agrees to accept the Department’s standard

conditions and notice requirements imposed on code share a rrangements.

6. The Joint Applicants request that the Department issue statements of authorization

for an indefinite period, consistent with Department practice.

7

. The Joint Applicants are not CRAF participants, so issuance of the requested

blanket state ments of authorization will not affect the CRAF program.

For the foregoing reasons , the Joint Applicants respectfully request expedited approval of

this application and that the Department grant t hem the blanket statements of authorization as

6 See, e.g., Order 86

- 9

- 36 (foreign air permit) and Notice of Action Taken dated Oct ober 28, 2011 in

Docket DOT

- OST

- 2011

- 0164

. If, however, the Department deems that Avianca’s exemption authority in

Docket DOT

- OST

- 2011

- 0164 is limited to its code share with United, the Department should amend such

authority sua sponte to the extent necessary to encompass its code share with the Joint Applicants while it

awaits the full effectiveness of the Open Skies Agreement at the end of this year.Joint Application of GoJet, Mesa, Shuttle America and SkyWest

Page 4

described above for an indefinite period, consistent with the Department’s practice in other code

share proceedings, and such other relief as the Department may deem appropriate

.

Respectfully submitted,

Dan Weiss

Managing Director

– International and

Regulatory Affairs

UNITED AIR LINES, INC.

Submitted on behalf of:

David J. A. Hayes III, Esq.

For GOJET AIRLINES LLC

Vice President and General Counsel

Trans States Holdings, Inc.

11495 Navaid Road

St. Louis, MO 63044

Chris Pappaioanou

For MESA AIRLINES, INC.

Vice President and General Counsel

410 N. 44 th Street, Suite 700

Phoenix, AZ 85008

Scott Durgin

For SHUTTLE AMERICA CORP.

Vice President

– Administration

8909 Purdue Road, Suite 300

Indianapolis, IN 46268

Todd C. Emerson

For SKYWEST AIRLINES, INC.

Director

– Government and Legal Affairs

444 South River Road

St. George, UT 84790CERTIFICATE OF SERVICE

I hereby certify that I have this date served a copy of the foregoing document on all

persons named below by causing a copy to be sent via email:

msinick@ssd.com (Alaska )

francis.heil@aa.com

james.kaleigh@aa.com

robert.wirick@aa.com

rsilverberg@sgbdc.com (ABX /Air Transport Intl. ) jrichardson@johnlrichardson.com (Amerijet) jcanny@amerijet.com

stephen.lachter@lachterlaw.com (ASTAR) rpommer@atlasair.com

sascha.vanderbellen@delta.com

charters@evergreenairlines.com (Evergreen)

cefelts@fedex.com

anbird@fedex.com

nssparks@fedex.com

robert.cohn@hoganlovells.com ( Frontier ) patrick.rizzi@hoganlovells.com

jhill@dowlohnes.com ( Hawaiian/JetBlue )

matwood@cozen.com (Kalitta) kevin.montgomery@polaraircargo.com

bob.kneisley@wnco.com leslie.abbott@wnco.com

dkirstein@yklaw.com ( Spirit ) jyoung@yklaw.com ( Spirit ) john.fredericksen@suncountry.com

anita.mosner@hklaw.com (UPS) jennifer.nowak@hklaw.com

howard.kass@usairways.com

jegillick@zsrlaw.com ( Virgin America ) john.varley@virginamerica.com

mlbenge@zsrlaw.com (World) william.stallings@usdoj.gov

dwight.moore@ustranscom.mil

john.allen@faa.gov

Annal ei Avanceña

International Regulatory A dvisor

United Air Lines, Inc.

August 14, 2012APPENDIX A

INITIAL LIST OF CODE SHARE POINTS

Washington Dulles

- Boston

- Charlotte

- Chicago O’Hare

- Cincinnati

- Cleveland

- Columbus

- Denver

- Detroit

- Indianapolis

- Kansas City

- Miami

- New Orleans

- New York (LGA)

- Philadelphia

- Phoenix

- Pittsburgh

- Raleigh

- Durham

- Richmond

- San Antonio

- Seattle

- Ta mpa

Miami

- Chicago O’Hare

- Denver

Newark

- Fort Lauderdale

- Washington Dulles

- Miami

Houston

- Fort Lauderdale

- Miami